0001104659-17-005539.txt : 20170131
0001104659-17-005539.hdr.sgml : 20170131
20170131201000
ACCESSION NUMBER: 0001104659-17-005539
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170131
FILED AS OF DATE: 20170131
DATE AS OF CHANGE: 20170131
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC.
CENTRAL INDEX KEY: 0000912766
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 521492296
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 650 S. EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 4108436100
MAIL ADDRESS:
STREET 1: 650 S. EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
FORMER COMPANY:
FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC
DATE OF NAME CHANGE: 19930929
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Darmon Tal
CENTRAL INDEX KEY: 0001696208
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17562749
MAIL ADDRESS:
STREET 1: 650 SOUTH EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
3
1
a3.xml
3
X0206
3
2017-01-31
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001696208
Darmon Tal
650 SOUTH EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
0
1
0
0
Chief Accounting Officer
Class B Common Stock
0.00
Class A Common Stock
179
D
Employee Stock Option (right to buy)
26.92
2022-03-04
Class B Common Stock
3125
D
Employee Stock Option (right to buy)
26.92
2022-03-04
Class B Common Stock
3125
D
Employee Stock Option (right to buy)
23.20
2023-10-02
Class B Common Stock
2195
D
Employee Stock Option (right to buy)
23.20
2024-07-10
Class B Common Stock
2972
D
Employee Stock Option (right to buy)
23.20
2025-03-04
Class B Common Stock
3247
D
Employee Stock Option (right to buy)
23.24
2026-05-02
Class B Common Stock
1622
D
Performance Share Units
Class B Common Stock
1681
D
Restricted Stock Units
2018-12-31
Class B Common Stock
3750
D
Restricted Stock Units
Class B Common Stock
561
D
Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.
2,500 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% of these options will become exercisable on March 14, 2017.
2,344 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% will become exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan (the "Equity Value Target" and the "2013 Plan", respectively) with respect to fiscal year 2016.
1,756 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% will become exercisable on December 31, 2017.
1,783 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable on December 31, 2017, and (B) 20% will become exercisable on December 31, 2018.
1,299 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable on December 31, 2017, (b) 20% will become exercisable on December 31, 2018, and (C) 20% will become exercisable on December 31, 2019.
540 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) one-third (1/3) will become exercisable on December 31, 2017, and (B) one-third (1/3) will become exercisable on December 31, 2018.
Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. These PSUs will vest if certain performance goals with respect to these PSUs have been achieved. The total number of PSUs which can vest is determined based upon the Company's achievement of performance goals for the period from January 1, 2016 through December 31, 2018, as set forth in the award. Subject to the reporting person's continued employment, if the threshold performance goals are met, the minimum number of PSUs that will vest will be 840 and if the performance goals are exceeded the maximum number of PSUs that can vest will be 3,362. If the Company does not achieve the threshold level of performance, zero PSUs will become vested.
Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, all of these RSUs will vest on December 31, 2018.
Each RSU represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, (A) one half (1/2) of these RSUs will vest on December 31, 2017, and (B) one half (1/2) of these RSUs will vest on December 31, 2018.
/s/ Sean P. Mulcahy, Attorney-in-Fact
2017-01-31